Theriva Biologics (TOVX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 3, 2026, with six key proposals up for shareholder vote, including director elections, auditor ratification, amendments to the stock incentive plan and articles of incorporation, warrant exercise approval, and potential adjournment.

• The Board recommends voting in favor of all proposals, emphasizing the need for flexibility in equity compensation, capital structure, and financing options.

• Shareholders of record as of June 23, 2026, are eligible to vote, with multiple voting methods available, including internet, phone, mail, or in-person.

Voting matters and shareholder proposals

• Four incumbent directors are nominated for re-election: Jeffrey J. Kraws, John Monahan, Steven A. Shallcross, and Jeffrey Wolf.

• Proposals include ratifying BDO USA, P.C. as auditor, increasing the 2020 Stock Incentive Plan to 6,500,000 shares, amending the articles to authorize 450,000,000 shares, approving issuance of up to 16,184,560 shares upon warrant exercise, and authorizing adjournment if needed.

• Shareholder proposals for the 2027 meeting must be submitted by April 5, 2027, with specific requirements for director nominations and universal proxy rules.

Board of directors and corporate governance

• The Board consists of four members, with three deemed independent under NYSE American rules; the Chairman is independent.

• Committees include Audit, Compensation, and Nominations, each with defined charters and independent membership.

• The Board emphasizes separation of CEO and Chairman roles to reinforce independent oversight.

• Directors are compensated with cash retainers, committee fees, and annual stock option grants.

• Indemnification agreements are in place for directors and officers.